Terms and Conditions for the Supply of Wedding and Event Floristry Services Floral Lounge
The definitions in this clause apply to these Terms:
Deliverables: all flowers, arrangements and accessories developed by us or our agents, contractors and employees as part of or in relation to the Services.
Deposit: the deposit payable in relation to the Hired Goods, as specified on the Order Specification, which shall be repaid to you (subject to clause 8.3) on the return of the Hired Goods to us.
Force Majeure Event: shall have the meaning given in clause 9.
Hired Goods: any vases, tableware or goods to be hired in relation to the Services, as specified in the Order Specification.
Hire Period: the period of hire of the Hired Goods as set out in the Order Specification.
Order: your order for the Services, as set out in the Order Specification
Order Confirmation: shall have the meaning set out in clause clause 2.5(b).
Order Specification: the document setting out the specific arrangements for the Services (and Hired Goods if applicable) including any location for delivery if this is not your home address, duly signed by you.
Services: the services including without limitation any Deliverables and/or Hired Goods that we are providing to you as set out in the Order.
Terms: the terms and conditions set out in this document.
Writing or written: does not include faxes and e-mail.
Headings do not affect the interpretation of these Terms.
Basis of Sale
(a) We consider these Terms and the Order to set out the whole agreement between you and us for the supply of the Services.
(b) Please check that the details in these Terms and on the Order Specification are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents.
(c) Please ensure that you read and understand these Terms before you sign the Order Specification, because you will be bound by the Terms once a contract comes into existence between us, in accordance with clause 2.5.
Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our catalogues, Website or brochures, are issued or published solely to provide you with an approximate idea of the Services they describe. They do not form part of the contract between you and us or any other contract between you and us for the supply of the Services.
If any of these Terms are inconsistent with any term of the Order Specification, the Order Specification shall prevail.
The Order is an offer by you to enter into a binding contract with us, which we are free to accept or decline at our absolute discretion.
These Terms shall become binding on you and us when:
(a) we issue you with written acceptance of an Order; or
(b) we notify you that we are able to provide the Services,
whichever is the earlier, at which point a contract shall come into existence between us.
Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with clause 2.5. A quotation from us shall be valid for a period of 30 calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.
You may at any time before any agreed delivery date amend or cancel an Order by providing us with written notice. If you amend or cancel an Order, your liability to us shall be limited to payment to us of all costs we reasonably incur in fulfilling the Order until we receive your amendment or cancellation. However, where the amendment or cancellation is due to our failure to comply with these Terms you shall have no liability to us for it.
We have the right to revise and amend these Terms from time to time. You will be subject to the policies and terms in force at the time that you order the Services from us, unless any change to those policies or these Terms is required by law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled.
Quality of services
Unless we are prevented from doing so by a Force Majeure Event, we will provide the Services which:
(a) conform in all material respects with their description;
(b) are carried out with reasonable care and skill;
(c) are fit for any purpose we say the Services are fit for, or for any purpose for which you use the Services and about which you have informed us, or we could reasonably expect you to use the Services; and
(d) comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom.
This warranty is in addition to your legal rights in relation to Services which are not carried out with reasonable skill and care or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
You must provide us, in sufficient time, with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services in accordance with these Terms.
If you do not, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel the Order by giving you written notice, or we may make an additional charge of a reasonable sum to cover any extra work that is required.
We only supply the Services for domestic and private use, and you agree not to use the Services for any commercial purpose.
Provision of services
We will make every effort to supply the Services on time but there may be delays due to circumstances beyond our control. In this case we will complete the Services as soon as reasonably possible.
You must understand that flowers are a live product and therefore we cannot guarantee the colour which will arrive from the suppliers. In the event that this occurs we will inform you of the situation so that a decision can be made in respect of fulfilling the order. We will not refund monies paid once flowers have been ordered.
In the unlikely event that the Services do not conform with these Terms, please let us know as soon as possible after we have carried them out. We will:
(a) provide you with a full or partial refund, depending on what is reasonable; or
(b) re-perform the Services.
These Terms will apply to any replacement Services we supply to you.
We warrant that on delivery the Deliverables shall:
(a) conform in all material respects with their description;
(b) be of satisfactory quality;
(c) be fit for any purpose we say the Deliverables are fit for or for any reasonable purpose for which you use the Deliverables; and
(d) comply with all applicable statutory and regulatory requirements for selling the Deliverables in the United Kingdom.
This warranty is in addition to your legal rights in relation to Deliverables which are faulty or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or trading standards office.
This warranty does not apply to any defect in the Deliverables arising from fair wear and tear, the perishable nature of the goods or any degradation due to improper storage or handling by you, wilful damage, accident, negligence by you or any third party, if you use the Deliverables in a way that we do not recommend, your failure to follow our instructions, or failure to accept delivery, or any alteration or repair you carry out without our prior written approval.
We will take reasonable steps to pack the Deliverables properly and to ensure that you receive your order in good condition.
Defective Deliverables and returns
In the unlikely event that the Deliverables do not conform with these Terms, please let us know as soon as possible after delivery. We will ask you to return the Deliverables to us at our cost and once we have checked that the Deliverables are faulty, we will provide you with a full or partial refund at our sole discretion.
Where you arrange to hire goods from us in relation to the Services, the Hired Goods (including any price and Deposit payable for the Hired Goods) and the Hire Period are as set out in the Order Specification.
The Hired Goods shall at all times remain our property, and you shall have no right, title or interest in or to the Hired Goods (save for the possession and use of the Hired Goods subject to the terms and conditions of this agreement).
The risk of loss, theft or damage of the Hired Goods shall pass to you on delivery. The Hired Goods shall remain at your sole risk during the Hire Period until such time as the Hired Goods are redelivered to us. In the event of loss, theft or damage to the Hired Goods during the Hire Period, we shall deduct the value of the damage or loss from the Deposit.
You shall give immediate written notice to us in the event of any loss, accident or damage to the Hired Goods arising out of or in connection with your use or possession of the Hired Goods.
We will deliver the Deliverables to you on the date set out in the Order.
Delivery of the Order shall be completed when we deliver the Deliverables to you at the location specified in the Order Specification. You, or a representative (to be made known to us in advance), must be present to accept delivery at the agreed location.
We will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us in writing. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will make new arrangements for delivery with you.
If you fail to take delivery of an Order (for example because you, or a representative as made known to us, is not present to accept delivery), then, except where this failure is caused by our failure to comply with these Terms or by an event beyond your control we shall have no liability to you for late delivery.
Title and risk
The Deliverables will be your responsibility from the time of delivery.
Ownership of the Deliverables will only pass to you when we receive payment in full of all sums due for the Deliverables.
Intellectual property rights
The copyright, design right and all other intellectual property rights in any materials, arrangements and documents or items that we prepare or produce for you in connection with the Services will belong to us absolutely.
You may not use the materials, documents or other items detailed in clause 11.1 for any commercial purpose.
Price and payment
The price of the Services, and the Hired Goods if applicable (including any Deposit payable) will be as set out on the Order Specification.
These prices include VAT where applicable. However, if the rate of VAT changes between the date of the Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
We will invoice you for the Services at least four weeks in advance of delivery. You must pay the invoice in cleared monies within 5 calendar days of the date of the invoice by an agreed payment method.
If you do not make any payment due to us by the due date for payment (as set out in clause 12.5), we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend our performance of the Services or any other outstanding Order until you have paid the outstanding amounts.
clause 12.4 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you dispute it.
Limitation of liability
Subject to clause 13.2, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from the failure to comply with these Terms.
Neither of us shall be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings; or
(d) loss of data.
However, this clause 13.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
This clause does not include or limit in any way our liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any breach of the obligations implied by section 12 of the Sale of Deliverables Act 1979 or section 2 of the Supply of Deliverables and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).
A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
(a) strikes, lock-outs or other industrial action; or
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
(e) impossibility of the use of public or private telecommunications networks.
Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
Either of us may terminate the arrangement between us at any time by providing the other party with 30 calendar days’ prior notice in writing.
Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Terms
You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
All notices sent by you to us must be sent to Floral Lounge at firstname.lastname@example.org We may give notice to you at either the e-mail or postal address you provide to us in the Order Specification. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
We will only use the personal information you provide to us to provide the Services, or to inform you about similar services which we provide, unless you tell us that you do not want to receive this information. We will not pass your data to third parties.
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
These Terms shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.